Some Assembly Required
by Preferably
Summary: TEAMFIC Tony Stark has a vision. He invests his life and fortune to make the Avengers happen. Captain America is the one person who can make it work. Will Tony let him. Bruce wants to believe that the Hulk can be a force for good. Clint and Natasha have avoided fraternization because of SHIELD, will that change. Thor has a unique affinity for Midgard, is there a special reason?
1. Avengers Tower

**Summary: TEAMFIC Tony Stark has a vision. He invests his life and fortune to make the Avengers happen. Captain America is the one person who can make it work. The obstacles? Tony and Steve. Bruce wants to believe that the Hulk can be a force for good. Clint and Natasha have avoided fraternization because of SHIELD, will that change now that they are Avengers. Thor has a unique affinity for Midgard. Is there a special reason?**

**The Avengers belong to Marvel, and the mentioned characters belong to their respective owners. I own nothing...**

**This is movie-verse, with a touch of comic book to stay true and for a bit of drama. It takes place after Iron Man3 and Captain America: The Winter Soldier but prior to Avengers 2. Please review.**

**Chapter One**

Tony Stark knew that he wasn't fit to leave the hospital AMA. But he couldn't stand the poking, the prodding, the paparazzi and peeping nurses. With his Malibu home destroyed by the super villain Mandarin, he couldn't bring himself to stay in a hotel or rent some strange house. He wanted to go home to New York and Stark Tower.

"Jarvis, inform Dr. Banner, It's time to stash the booze and broads. I'm on my way back."

"I'll inform him now, sir."

"Uh, scratch that. Tell him the booze and broads can stay."

Tony fidgeted in his seat in the passenger cabin of his jet waiting for it to be fueled. He played with the glass in his hand and rolled the amber liquid of scotch around in it.

"Maybe just the booze." He whispered to himself.

"Sir?"

"Nothing."

Drinking heavily had been a lifelong bad habit for Tony since he was a neglected twelve year old emptying his parents' wine cellar and wet bar. It provided him with comfort from neglect, abandonment, and fear. Alcohol always made things better.

But he had enough self-awareness to know that if he wasn't careful alcohol could become a problem. Often he used his work as a distraction from drinking which was a distraction from pain.

Tony's head started to ache to accompany the soreness from other minor injuries he had sustained. He opened a storage compartment near his seat and took out a bottle of ibuprofen. He quickly popped two and washed it down with the scotch.

Mentally, he drew a line. No more tonight he promised himself. Then he cursed his brain for calculating the time zone changes that would allow him to break that promise.

If Pepper had been flying back with him, he could count on her to keep him distracted. Holding her was better comfort than any buzz he could get out of a bottle.

_"Someone has to stay here and pick up the pieces, Tony. The hospital bills, the property damage…The first lawsuits are already creeping up." She'd told him before he left._

_"A super villain trashes a city and they're suing me? Great!"_

_"Because you're the one with the money and no secret identity. The greedy are going to come after a self-identified superhero in the one percent." She'd reminded him._

_"You're still mad about me coming out?" He had joked. "I need to check on the remodel of the Tower."_

_"It's ok. I understand that you need to go."_

_The notorious playboy had snuck a kiss suavely. "Call me…often." He'd murmured against her lips._

_Pepper had stroked his beard. "I'll be there as soon as I can transfer operations back to New York." She sealed the promise with another kiss._

But he lied. He did need a distraction. Pepper had no idea of what he'd been put through. The Mandarin had tortured his already scarred psyche and just like after his captivity in Afghanistan, he needed a project to place his energy in before he dove into a bottle to keep from cracking up. Tony Stark didn't do pain well.

The nights were bad enough but without Pepper's warmth next to him, he was afraid the mental and emotional stress would overwhelm him.

_'Man up, Stark!' he told himself._

So he'd continue in his frenetic work pace. It would give him the appearance of normality.

* * *

StarkJet1 touched down at LaGuardia just before midnight.

"Glad you're back, Boss!" Happy Hogan greeted him.

Tony gave a brief nod and climbed into the back of the black town car.

In spite of the late hour, Tony wore sunglasses. Happy knew this was the sign that Tony Stark wasn't approachable. The former boxer turned driver/bodyguard grabbed the luggage, placed it in the trunk and jumped behind the wheel.

Besides Jarvis, the only other person in residence at the Tower was Bruce Banner. Tony had invited his fellow Avenger to move in and set up his research in the premium labs there. But at this late hour, he hadn't expected Bruce to greet him as he walked off the elevator. A subdued Tony Stark shook his hand and embraced him.

Although Bruce was surprised by the affection, he patted Tony on the back and returned his affection. "Come to the kitchen. I'm making sandwiches."

Tony shook his head. "Not hungry."

"Sure you are." He said pushing the billionaire toward the kitchen. "Jarvis said you haven't had anything since breakfast. I also know you won't be heading for bed so you may as well eat."

"Thank you, Jarvis!" Tony yelled into the air petulantly.

"My pleasure, sir."

In the large immaculate chef's kitchen, were different types of deli meats, breads and condiments laid out on the island.

Bruce was already chowing down as Tony fussed over the making of his own sandwich. "So what's next?" Bruce asked.

"Next?"

"Yeah, what's Tony Stark's next project? What's your next discovery?"

Tony didn't see the Dijon mustard and went looking for it in the refrigerator. "Why do people keep asking me that? What makes you think I need a project?"

"Because that's who you are. Because you have ADHD and are incapable of taking it easy." Bruce replied around a mouthful.

Tony brought out two mineral waters and set them out then continued to empty the fridge in search of Dijon. "I resent that!" He called with his head buried in the appliance. "I am extremely focused. I am…." He turned to Bruce and pointed a cucumber at him. "I am extremely focused. I'm just focused on multiple things at once. I believe they call that multitasking."

Bruce rolled his eyes as he opened his water and took a drink.

Jarvis interrupted the conversation to help his master. "Sir, may I help you?"

"Jarvis, why didn't you order Dijon mustard? I hate the fake yellow stuff! You know that!" Tony slammed the refrigerator.

"There is an unopened jar of Dijon in the condiment cabinet, sir." Tony found the jar and came back to the table, intent on making his sandwich.

Tony was a curiosity. He was one part kid that liked to pry things open to see how they work and the other part Master inventor like DaVinci. Bruce tried again. "Tony?"

"Yeah?"

"What's it going to be?"

Tony finished making his sandwich and licked the knife of mustard. "The Avengers, of course."

"The Avengers? The Avengers is a project?"

"We are. We are a project." He got serious. "It's just that I've been thinking a lot about this. We could do what no conventional law enforcement agency could do. Not even SHIELD. There's a need for us to defend against alien invasions… super evil….baddy terrorist types."

"You mean super villains?" Bruce tread carefully. "Like the Mandarin."

Tony flinched. "Yeah. Like him." He tried to explain. "I have this…this vision. It's been in my mind ever since the Chitauri invasion….Earth's Mightiest Heroes standing against incredible foes. Super powered individuals banded together to protect and safeguard the planet, inhabitants and resources…. But without SHIELD as the middle man. The Avengers would be a self-governing entity, like the Fantastic Four!"

Tony tried to gauge Bruce's reaction to his melodramatic pronouncement.

Bruce seemed impressed until he mentioned the Fantastic Four. "Too much blue. Too cheesy. And you're richer and smarter than Reed Richards."

"No duh."

"So do I get to join the club?" Bruce asked shyly. Not sure if he really wanted to join or just be a part of something after being alone for so long. "Or do you just want the Other Guy?"

Tony smiled. "The Avengers needs both of you. You'll be the only one with dual membership!"

Both men clinked their mineral water bottles together and toasted.

* * *

After their midnight snack, Bruce took Tony upstairs to the top floor to see the renovations. Tony walked around and took careful notice. He was pleased with what had been accomplished but he had more ideas to make the room a suitable assembly room for the Avengers. He had in mind to make the Avengers the most sophisticated team for any global threat that might arise.

Tony knew he was putting the cart before the horse sinking so much time, money and effort into the Avengers before the others had agreed to join. But he wanted to make it impossible for any of them to say no.

"So have you heard from the others?" Tony asked.

"Nothing from Thor but Agent Romanoff left a voicemail that she and Agent Barton would be unreachable for awhile. But that was weeks ago."

Bruce watched Tony avoid the obvious. "Are you going to ask me about Cap?"

"Yeah, sure. So how is the old man?"

'Smoothly done.' Tony thought to himself. 'Act like you don't care that Steve Rogers a.k.a. Captain America was everything your father had said and more. '

In Tony's experience, most people never lived up to their resume. Steve was the exception. He owed the Captain an apology for the things he'd said to him on the Helicarrier. Despite the insults he had hurled at Steve back then, he assumed they were okay. Steve had shaken his hand after the battle was done. Hell, he'd even tried the shwarma. That had to be a big leap of faith, on his part. They had buried the hatchet as far as he was concerned. He just hoped his past insults wouldn't be an obstacle to Cap joining the team.

"Old man? C'mon Tony. The guy must be…what in his early twenties?"

"Only in dog years."

"Anyway he's good. We had lunch last week."

Tony was jaw dropped. "He called you for lunch?"

Bruce shrugged. "If it makes you feel better, I think he was calling for you." Then he fished for the right words. "I think the guy's wondering what to do with himself."

Bruce knew something wasn't right. There had been a lot Steve hadn't said. There had been pain behind his clear blue eyes and a hardness to his features. Something was eating him. Just like it was eating Tony. He knew inner torment and could spot it a mile away.

"You're worried about him." Tony couldn't help but be jealous. Everyone had a soft spot for the Boy Scout in blue.

In spite of their pain, Steve and Tony seemed driven and committed to the greater good of humanity. Qualities he respected. Bruce had spent too many years as a scientist working defense contracts, especially the one leading to his 'accident'. He wanted to feel better about his own soul too. "The Avengers will be good for him. For all of us."

Tony exploded. "The Avengers is not going to be a therapy group for depressed superheroes, Bruce!"

"That isn't what I meant, Tony! Calm down! But admit it. Captain America is good in a fight. The Avengers need him."

Silently Tony agreed.

* * *

Tony was more than pleased when he saw the rest of remodeled Tower. He had previously redesigned the structure of the Tower and had it reinforced with omnium steel girders and walls. The main floor was now finished and was ready to serve as a place for public press conferences and social functions. The garden and patio in the main atrium now had sufficient foliage to afford a fair degree of outdoor privacy for anyone who was interested in the whole flora and fauna thing.

The next several floors contained refreshed living quarters as well as the dining facilities and a private library. Each Avenger would have an entire floor for their private quarters. He'd even kept a few floors vacant for future members or guests in residence. He wanted the team to live together for cohesion but in more of a hi-tech barracks with Frat-boy living. Tony rounded out the fun package with a game room featuring a billiards table, pinball machines, and video arcade games.

For the most part Tony used his regular construction crew. However, some areas he felt were so sensitive that only he and his army of robotic workers were allowed to work on them.

Over the next few weeks, Tony threw himself into finishing the transformation of Stark Tower to the Avengers Tower.

He placed additional security on the doors and windows, numerous surveillance and detainment systems allowing Jarvis to ascertain the identities of all visitors as well as intercept unauthorized personnel.

He expanded his Robotics and Electronics Fabrication Area, now dubbed the Dream Factory. He had much of his equipment shipped from California, thanks to Pepper and he upgraded his software for his Virtual Workshop, the tool that allowed him to conceive his ideas in a 3-D view. With it he could create a concept, spin it around and view it from all angles seeing it in a virtual version floating in the air.

He painstakingly built up the ability of his 3-D milling machine to be able to carve designs using multiple computer-guided drill bits that could cut through any materials known and the capability to adjust to unknown materials. He added every new subtractive tool and additive tool, each one taking forever to calibrate down to micron accuracy. He added storage for raw materials, like wood, metal, plastic, and basic microchips.

His new Dream Factory would have been incomplete without Jarvis. Jarvis, his artificial intelligence and "virtual personal assistant" was invaluable to the process of design as he ran precise emulations to determine whether a design was possible and how much it'd cost.

Then Tony converted the parking garage next to the Tower. It now housed not only vehicles but aircraft, a hangar and landing runway for several supersonic quinjets.

Tony had seen them while working with SHIELD so he contacted a defense department contractor that Rhodey turned him onto for similar craft and had quinjets built to his specifications. Tony employed the principles of the Helicarrier's landing deck to catch the quinjets for deceleration and landing. Additionally, the new hangar had computerized navigation aids, radar, and communications systems.

For a time, Tony was in a fight with the city officials for airspace privileges. Zoning prohibited aircraft within the city limits. So he went to his 3D drawing board to come up with an alternative to jet travel. He came up with the idea to construct a submarine pen with its own waterway to the East River, a secret means of rapid transit to a shuttle that could get them to the Stark hangar near LaGuardia.

Bruce saw this as too timely and cumbersome. He proposed the better plan to use sky-cycles like the Chitauri army had. Within a day, Tony had the designs ready for his Stark Industry engineers to produce several. Luckily, the aircraft privileges were granted but he kept the sky cycles in production for non-flying team members.

More and more Bruce was becoming enthused about Tony's vision. He saw the new Tower as a chance to push boundaries in science and medical research. He wanted to contribute, so he arranged for top notch medical facilities to be added. He had state of the art equipment delivered that were the envy of the best medical research facilities. Contemplating worldwide pandemics, he also thought it necessary to have human-sized cryogenic chambers in which individuals suffering from unknown degenerative ailments could be placed in suspended animation while cures could be researched.

Tony had plans for a training room and gym in mind but Bruce proposed contracting with sports medicine consultants on creating a facility that would have specialized equipment to simulate an Avenger's performance requirements and help a recovering hero regain power and restore his or her capabilities quickly. The Tower already had a fully equipped gymnasium, an Olympic-size pool, a sauna and steam bath but Tony was supercharged with Bruce's idea. He encouraged Bruce to spend whatever necessary to make it the best and most innovative.

In the meantime, the Combat Simulation Room (CSR) was created by him. It was a heavily reinforced area where various robotic devices also created by him would simulate humanoid and mechanical attacks for training purposes. The CSR would be monitored and programmed by Jarvis to allow Tony to participate in simulated battles.

He connected three floors of the Tower for private weapons testing and the storage of his Iron Man suits. He'd long been designing a guardian for his Iron Man suits, comparable to the three-headed dog Cerberus at the gates of Hades. A robot named Arsenal was constructed to protect his tech from theft.

Finally the top floor of the Tower where Tony had landed in his Iron Man suit was finished. The Avengers Assembly Room, where he had envisioned the Avengers having their operational meetings, was now the most secure place in the entire Tower complex due to its massive reinforcements and the added force field protecting the Terrace and landing platform. The Assembly Room Round Table (Tony loved the Camelot reference) would contain all of their crime and forensic files, operational records, and world security data. Currently, the Tower's computers had limited access to national security data of the U.S. and world defense organizations. It was Tony's intention to routinely trade information with the Pentagon, MI-6, and the U.N. Security Council and share a common database with S.H.I.E.L.D. But it was brought to his attention by Nick Fury that would take an A-1 security clearance from the President. Tony made inquiries about applying for that clearance but was determined to hack them if they refused.

Tony insisted on building further enticements for his potential teammates but Bruce insisted it was overkill.

"You don't have to buy our loyalty, Tony." He tried to convince him.

It fell on deaf ears. For Tony it was like making Christmas gifts.

Natasha Romanov was first on his list. In spite of her duplicitous employment cover as Natalie Rushman in order to shadow him and her back-stabbing report to Nick Fury that he would be an unstable element in the Avengers, he came to respect her and actually enjoyed their banter and occasional dust ups.

He designed the perfect weapon for her. Remembering how she'd stuck him unexpectedly with a needle of lithium dioxide to abate his palladium sickness, it gave him the idea that the Black Widow needed a sting. The Widow's Sting was actually two distinctively shaped bracelets that emulated her old ammo carrying bracelets. Instead of bullets, these bracelets could fire electro-static energy blasts that could deliver charges up to 30,000 volts.

Tony was giddy with the thought of getting video footage of the first poor sucker she stung. He'd previously stolen the surveillance camera footage on her attack on HammerTech and made it his screensaver much to Pepper's consternation. To watch her in action was a thing of beauty.

Clint Barton, he knew wouldn't be easy to win over. After the fall he took off the roof escaping from the Chitauri, Tony decided nobody needed a Sky Cycle more. With Hawkeye's archery in mind, he had tweaked one of the Sky Cycles, making the vehicle voice-operated with an auto-piloted steering system.

What to get a god? Thor's power was pretty bad ass. However, for a super powered lightning blast like the one he used to bottleneck the portal, Thor had used the Empire State Building as a lightning rod to create a bigger blast. Tony moved forward with creating a small device that could be worn or placed on Mjolnir, his hammer to channel a thousand times what the Empire State Building could. Additionally, he made Thor identity documents and credit cards which would allow him to move about in secret.

Although Bruce had already agreed to be an Avenger, Tony took the time to do something for him. While he was in the shower one day, he took all his clothes. An irritated and thankfully not angry Bruce Banner stomped down to Tony's lab in a towel. There Tony presented him with new clothing made of material which he'd gotten from Reed Richards (not blue). It was fitted and designed to keep him decent whether he was the Hulk or himself.

Bruce seemed touched by the gift but only joked dryly, "You just got tired of seeing my butt crack."

Construction was now finally done on the Avengers Tower and Tony Stark had finished his last gift. He was ready to gather the Avengers and he knew who he had to approach first.

* * *

**A/N: I've done a lot reading on the Avengers since the Movie and wanted to add those touches. The Marvel Wiki is wonderful. **

**If you read the comics, you know that eventually Tony will become an alcoholic. I wanted to give Tony the fear that alcohol could be a problem for him. **

**In the next chapter Tony browbeats Steve into joining the Avengers.**

**I'm grateful for reviews.**


	2. Captain America

**The Avengers belong to Marvel, and the mentioned characters belong to their respective owners. I own nothing...**

**Thanks to everyone who favorite this story. Special thanks to Miss Adventurer who beta'd for me. I'm still looking for multiple beta readers. Please PM if interested. If you like the story, please reward me with a review. I'd love to hear your from you.**

**A/N: I fulfilled two of my fondest wishes in regards to the Avengers.**

**1. I know they were under the influence of Loki's glow stick but to see Tony and Steve actually fight would have been on my bucket list! None of this conflict resolution stuff. Two guys let loose after all the trash talking AND THEN walk away friends. Settling it like men. **

**2. My other wish was to see Steve get more than a rushed kiss from Peggy in Captain America. They conveyed a lot of chemistry without ever actually touching. Great acting. I wanted to write a scene where they actually touch. Desire but no sex.**

**Betty Smith wrote "A Tree Grows in Brooklyn". Excellent film! I took a lot of inspiration from it. I also watched the Captain America movie again and Steve's SSR file (that Peggy Carter is holding at the end) says his address was 1404 F Br (obscured) Brooklyn, NY. There are quadrillion streets in Brooklyn starting with 'BR'. So I just picked a neighborhood that could fit Steve's background and the story. If I've made any mistakes in describing Brooklyn, please forgive me. Thank God for Google Maps and Traffic View!**

* * *

Truth be told, Tony Stark had never crossed into the borough of Brooklyn except to fly over it. When he learned that Steve Rogers requested an apartment in the same poor German-Irish ward he'd been brought up in, he had been afraid that some pencil pusher at SHIELD had allocated a place in some God-awful crime ridden 'hood to the war hero to save a few bucks. Instead he was pleasantly surprised to find Steve now resided in an influential hub for hipsters and artsy types at Bedford and Grand. He was pretty sure this was not the neighborhood Steve Rogers remembered. The tenements Steve had probably known had been replaced with upscale family apartment buildings. The area had scores of young people and families walking the main thoroughfares that were lined with trendy shops and restaurants. It was exactly the place he would have placed a man out of time to adjust to the 21st century, other than Avengers Tower of course.

Tony picked up his mobile and called Steve's apartment and for the umpteenth time got his voicemail. Although frustrated, Tony chuckled every time he heard the recording.

_"Hi. You have reached Steve Rogers' phone and I am not at home."_

_"Never tell anyone you're not home. Makes you a target for burglaries." Phil Coulson could be heard interrupting in the background._

_"Okay. (Throat clearing) You have reached Steve Rogers' phone. I'm not available but you may leave a message. I will return your call."_

At the sound of the beep, Tony saluted in jest. "You're such a boy scout, Rogers. You probably would return every phone call. Except mine of course. It's Stark. You know the number by now. Call me. Uh….please."

Tony hung up and patted his steering wheel in frustration. He hadn't planned on spending all day looking for Captain America before asking him to join the Avengers. He thought it would be pretty straight forward. He'd drop the proposition and Captain America would jump at the chance to join his new cool team of superheroes! Simple. Or at least he hoped it would be.

_'What else did an out of time super soldier have to do?'_ Tony rationalized.

Anxiety was building in the pit of his stomach and he decided he wasn't waiting anymore. However, instead of driving off, Tony got out of the car, crossed the street to Steve's building and let himself into the front doors of the white deco apartment building.

Cleverly, Tony picked up some throw away junk mail from the floor in front of the mailboxes. He only had to wait a few minutes before someone exited the inner security doors. He held the door for a mother and her small son as the security doors buzzed. Grateful, she thanked the well groomed man in sunglasses.

"No problem. Just getting my mail." He flashed the junk mail at her and went in.

There was no one in the third floor hallway where Steve's apartment was. Tony called his home number again and listened at the door. He could hear it ringing but there was no movement in the apartment. Steve was not at home.

A checkered boarding school past gave Tony certain skills that came in handy at times like these. He broke in.

As he suspected, Captain America's Number One fan boy, Phil Coulson had set Steve up in an apartment that screamed the 1940s with the exception of the modern appliances and electronics. Tony entered the apartment through the living room, where the décor was drab with very little color. Now he knew why movies of that era were in black and white. Art imitated life.

The kitchen seemed to have been remodeled. A gas stove now replaced an old coal stove that had left an imprint of the smoke stack on the ceiling. The kitchen aside from new stainless steel appliances had a deep sink uncharacteristic of modern kitchens. Tony guessed the reason for the depth was that back in the day it was used to wash laundry but now was just a period piece. An old fashioned coffee percolator sat on the stove next to a brand new coffee maker. Obviously, Cap had not taken well to 21st century conveniences. As further evidence, he noticed that a coffee cup, a spoon and a small dish had been left drying in a rack while a brand new dishwasher sat untouched.

Tony went down the hall, and peered into the only bedroom. The room had a hardwood constructed bed frame, side tables, and dressers with deep rich hues. The bedding and upholstery matched the somber color scheme and was of the thick fabrics of the era. It reminded him of his Grandmother Iris' old mausoleum of a mansion. Captain America and Nana Iris had the same taste.

_'Haunted Mansion Fabulous!' He thought. _

He was about to leave the bedroom when something caught his eye, a sketch pad on the nightstand. Somewhere in his memory, he remembered being told Steve had dabbled in sketching during the war. Tony's curiosity got the better of him. He opened the sketchpad and began flipping through it. Most of the drawings were of the neighborhood and random strangers in the park or coffee shops. Then Tony got a real glimpse into Steve Rogers.

A collection of grisly battle scenes with destroyed cities and morbid death became prominent as he browsed further. He read the titles: The American victory and great losses at the Battle of the Bulge, Misery in Hurtgen Forest, Friendly Fire at St. Lo, and the Men of the 86th Chemical Battalion. Steve had seen the worst of the worst.

The realism of the sketches evoked his own wartime memories of Afghanistan. Memories that he'd spent the last few years trying to outrun. He couldn't imagine being a super soldier and having a lifetime of things like that in your head. Unlike him, Steve had never acted out or gone off the deep end. Instead, Steve seemed to move through life with a "Let's get this done" attitude, never bothering to wallow in his losses. Steve Rogers really was the greatest of the Greatest Generation.

Tony was about to place the pad back on the night table when two drawings that had been torn out and tucked in the back of the pad fluttered to the floor. He picked them up and examined them.

The first sketch he knew immediately to be James "Bucky" Barnes, Cap's battle buddy in World War II. Anyone who knew Captain America lore knew that Bucky had been killed in action on an operation against the Red Skull in '44.

Confusion spread over Tony's features as he looked at the second sketch. It was also a sketch of Bucky but he was wearing a black mask across his face. The words Winter Soldier were written beneath his grim headshot.

Although it was obvious that this was the same man in both sketches, the demeanor in each sketch couldn't be more different. One was a man light-hearted and laughing, the other was a cold man with a sinister veneer. Why had Cap drawn Bucky as this Winter Soldier?

Tony took out his phone and snapped a photo of the Winter Soldier sketch. Then he pressed the app on his phone allowing him to communicate with Jarvis away from a computer terminal. "Jarvis, get what you can on a 'Winter Soldier' from the SHIELD database and get back to me."

"Yes, sir."

Tony's gut told him that this was related to the SHIELD mission, Cap had been sent on recently and he had every intention of finding out why Steve was obsessing about this Winter Soldier.

* * *

McElroy's Gym was only six blocks from Steve's apartment. It wasn't one of those lady gyms with stair climbers, treadmills and gyratory ski machines. Steve had gone in several of those and run right out. Then he found McElroy's. It was an older building that gave him the comfort of the time he'd left behind and the members were men or mostly men boxing and lifting weights.

Jim McElroy, the elderly owner was only twenty five years younger than Steve. Like Steve he'd also grown up in Williamsburg and had been part of the community of German and Irish Americans that had lived here for generations. Jim had seen firsthand how the neighborhood had changed and Steve had spent many evenings with him in his little office at the back of the gym reminiscing about the neighborhood.

Steve had seen that Brooklyn had become a fashionable place to live but other than the diversity of the neighborhood, he thought Williamsburg was much the same as it had been. The schools, the churches… Even the local library still had a banner proclaiming Brooklyn's finest writers: Walt Whitman and Betty Smith.

He still recognized the place where he and Bucky had sold junk for pennies and the public school where they attended and did odd jobs. He remembered fondly how Bucky had spent his money on sweets and took his best buddy to the movies or ballgames. However, Steve had saved the money he earned to continue his education. Each week he'd put his money in a tin can he kept under his bed in loose floorboards. Then his mother's sickness had gotten worse and Steve had to use that money to bury her.

Sarah Rogers had died when Steve was a teenager, a nurse in the city's TB wards. Steve's father, Joe Rogers' exposure to the deadly mustard gas in the Great War made him susceptible to the disease in the filthy trenches where the 107th Infantry lived and fought. When Joe had gotten back to New York, it was love at first sight for the veteran and the courageous nurse who risked her life to heal returning soldiers like him.

Steve knew now that his mother had probably caught the disease from his father. It made him sad to think that every laugh, touch, or dance his parents shared in their courtship and brief marriage was probably tainted by infection.

After Joe's death and even her own diagnosis, Sarah had continued her work at a city sanitarium for the sufferers of tuberculosis to support herself and her son. He had been her only consolation. Steven Grant Rogers was born on the 4th of July and it had seemed fitting to name him after an ancestor of Joe's who'd fought in the American Revolution. Although Steve had been sickly as a child, his mother had been careful to safeguard him from her illness and get him through so many of his own ailments.

Sarah Rogers' legacy to her son had been a romantic spirit and refusal to be beaten. Before she died, she'd made Steve promise to make something of himself. After her death, Steve had honored her wish. He had dropped out of high school to work, studied on his own and had taken the home exam to get his diploma. Later he'd talked his way into a job at Brooklyn College to get free courses, mostly art classes. He was a student there when World War II broke out and his life changed forever.

He often wondered what would have happened if he'd just accepted his 4F status and stayed out of the war.

'Would Bucky have survived the war in tact?' He thought.

Thinking of Bucky, now dubbed the Winter Soldier, made a discouraged Steve pound harder on the punching bag. He felt everyone's eyes on him but he was used to that. He'd been delivering merciless punishment on gym equipment every day and in recent weeks, more violently since his mission to capture the Winter Soldier.

Shortly after that mission, Fury had met with him, alerted about Steve's long brutal workouts.

_"Something against having a personal life, Rogers?" The one-eyed soldier queried forcefully._

_ "I just rather keep busy that's all." Steve evaded. He didn't want to talk about Bucky. It hurt less when you stayed busy._

_"We all need downtime." _

_Steve refused to comment._

_"So you're just going to be a one man army, huh?" Nick ground out._

_Steve could feel bitterness rising. "Just doing my job, sir! That was why I was thawed out right?" Steve was instantly sorry he said that. Nick Fury didn't deserve to be the target of his ire. "I'm fine, sir."_

_"No. You're not. You need R&R. But I get it. You're afraid of the peace. Maybe you think if you start a normal life you won't have to suffer loss?"_

_Steve hadn't thought about it. But why would he want to have a new life, or care for new people? _

_Fury interrupted his thoughts. "Steve, you've got a right to be screwed up after 60 plus years of lost time and losing everyone you were close to but you did your duty! You made the world safe! It's time to let go now." _

_Nick Fury let his words marinate in Steve's brain. "I know you aren't going to take voluntary leave so I'm going to do the next best thing for you. No more deployments AND you're barred from SHIELD training for a month._

_"Sir?" Steve was lost without his routine and the certainty of a new mission._

_"Dismissed, Captain! We'll re-evaluate in a month."_

Punch, punch, punch and breathe! Punch, punch, punch and breathe!

Steve continued to punch the bag. At least he had McElroy's to come to each day. Punch, punch, punch and breathe. His breathed in short quick breaths. The bag rocked back and forth violently and he focused on his fists.

He was cognizant of his tendency to lose himself while working out and the danger of hurting someone, so he never took a sparring partner or asked anyone to spot him. The other boxers in the gym had no idea it was Captain America that frequented their gym or was destroying their equipment. Instead they shied away from the big guy with the killer right cross and tendency not to say much except to McElroy.

Without meaning to, Steve's mind drifted to unwanted memories.

_The Red Skull's drone had threatened the Capitol building in Washington and he and the Winter Soldier worked together to stop him. As they had stood in the wreckage of the drone now in the waters of the Mall, he'd pleaded with Bucky._

_ "Come back with me, Bucky! We can set things right."_

_Bucky had shaken his head. He resisted. "Can't do that, Steve. Not yet. I need to sort things out in my head. To clean up the wreckage of my past. Alone."_

_Steve sighed. "You know I can't let you walk away." The Winter Soldier had committed numerous and atrocious crimes. The thought of those acts weighed on Steve's soul. He accepted Bucky's accusation and partially blamed himself for the man's misfortune and abuse._

_But his friend would have to face justice. However, Steve was certain he could influence a mitigation of his punishment or even get Bucky pardoned. Steve was determined to help him through it all but his friend had other ideas._

_Just then the downed aircraft exploded and filled the area around the men with flames and smoke. The Winter Soldier seized the opportunity to disappear in the carnage and escape. _

_Steve heard his friend's last words over his intercom. "Goodbye, Steve….Bucky out!"_

_It had been the first time the assassin had referred to himself by his name and not his Russian code name. He was somewhat comforted that Bucky was on the road to healing._

Steve increased his hits on the punching bag but unfortunately it was not able to take it. The bag went flying! He shook his head, took a deep breath and like a good soldier pushed back his unresolved feelings. He stared at the ruined punching bag spilling sand onto the floor.

"It figures you'd hang out in a dump like this. What are you trying to do, put this place out of business?"

Steve's head snapped up. He turned to the mocking voice that made the wisecrack. It was Tony Stark.

"What are you doing here, Stark?" The super soldier said as he reached for his towel to wipe the sweat pouring off him. Then he took in Tony's costume. The billionaire was dressed in a designer sweat suit with a hoodie and expensive sneakers.

"What?" Tony knew Steve was amused by his clothes. He feigned hurt. "I'll have you know this is considered very manly in certain circles."

Steve shook his head and rewrapped his taped hands. "Not this one." He quipped. His feelings were in turmoil and he was in no mood for Stark's antics.

Tony began jumping around and banged his gloved fists together. "I showed up at your house but you weren't home."

Steve was puzzled. "Why?"

"Dropping off a small gift." Tony said under his breath. "Anyway, after leaving your place, I was driving home and I passed this great gym! I said to myself 'Let's stop and find a sparring partner.' So here I am!" Then he raised his voice so the onlookers could hear. "If anybody's man enough!"

Steve got concerned. "Don't kid, Stark. Some of these guys will knock your block off."

Tony sized him up. "So put on your gloves. Let's go a few rounds."

Steve recognized the challenge he'd given Tony Stark on the SHIELD Helicarrier. He didn't realize it then but their hostility toward one another had been the influenced by Loki's scepter. Still he and Stark had managed to shake hands after defeating Loki. 'So what was this character up to?' He thought.

"Stop joking..."

The billionaire looked at him in deadly earnest. "Who's joking?

"Are you ever serious?"

"Do you ever laugh at anything?" Tony pushed back.

The Captain pushed past Tony and went to his gym bag.

"Didn't think so. You've been rather humorless since I met you. That's alright. I can always use a good straight man." Tony walked over to the boxing ring and climbed in. "Okay maybe one of these other guys…."

Cap got nervous and went back over to him trying to keep the jester billionaire out of trouble. "Cut it out! Be serious! You're not wearing your suit…..You could get hurt." Steve said more forcefully.

"You saying I'm soft, Rogers?" Tony said mockingly and held open the ropes for Steve. "So get in the ring. School me…If you can."

Steve looked down. He didn't want to fight Stark. "Look, what was said on the Carrier... I was wrong to say it… Anyway, it's forgotten. No hard feelings."

Tony studied the super soldier. "Really? Because it looks you want to pound something…hard. Maybe someone?" Although he hadn't seen him for months, it was clear that this Winter Soldier business had really gotten to Steve.

Jarvis had been able to hack the SHIELD database. He reported that Nick Fury had called Captain America in on a mission to apprehend the infamous assassin, the Winter Soldier. On this mission Steve had discovered that Bucky Barnes, his longtime friend had not been killed in the war after all but was found by a Russian patrol. Bucky's cold-preserved body, minus his arm that he lost in the explosion was shipped to Moscow. There he was given a bionic arm and amnesia allowed the Soviet doctors to program him as an assassin code named, the Winter Soldier. When not on missions, The Winter Soldier had been kept in a cryogenic stasis and as a result looked just as young as Steve.

Jarvis went on to relate that eventually Cap had tracked down and confronted him and was able to force Barnes to remember who he was. However the guilt over his past actions overwhelmed him and he used his premium skills to escape.

"I don't know why you're trying to get a rise out of me but forget it." Steve tried to push the anguish down again, like so many times before. He could not lose control. His military code and his own personal code forbid it.

_'Breathe.'_ He told himself.

"So this is what Captain America does when he has a bad day at the office, huh? What's the matter, Steve? The Great War Hero had an op go wrong? Lose another soldier?"

Tony knew he hit the mark with that. Steve Rogers' entire body went ramrod straight and he began breathing like a bull. He saw Steve's teeth clench and his fists balled tight. Only then did Tony begin to wonder what the hell he was doing offering himself as a punching bag for a legendary military hero who was repressing his grief. But he doubled down and returned the soldier's piercing blue stare.

"C'mon, you and I have been spoiling for a one on one since we met. You're obviously looking to let off some steam. Let's do this." He dared him.

Without fanfare Cap gracefully entered the ring. He put on the gloves in the corner and turned to face his opponent.

Tony hooped and hollered in delight. "Ah yeah. It's on baby!"

"Shut up and box!" Steve ground out.

Tony ignored him and began to imitate Muhammad Ali in voice and moves. "Float like a butterfly, sting like a bee. No way is the red white blue going to lay hand on me!"

Steve stood not moving. He watched Tony's comical movements for an opening. Then suddenly without warning, he struck the billionaire. Steve's punch connected with Tony's gut as fast and as powerful as a freight train!

Tony didn't remember falling over but he just lay on the canvas clutching his stomach. "You…are you trying to kill me?!"

Those who had been watching laughed aloud. Steve's face reddened and he became self-conscious. He cursed himself for rising to Tony's bait and not walking away.

"This will help." Steve helped Tony sit up and he pushed the inventor's head toward his knees. "Idiot! I didn't hit you that hard. I pulled my punch."

Tony lifted his head to look at the soldier incredulously.

"Just breathe." He pushed Tony's head down again. He waited and when he saw that Tony's breathing was becoming normal again, he extended his hand to help him up.

"I'm good. Really." Tony crawled away from the tall blonde and to the ropes where he hauled himself to his feet. "Let's uh…..try that again. C'mon."

"No, and I'm not letting you bait me again."

Tony was still breathing hard but he waived for Steve to come for him. "Bring it, Super Soldier!"

Steve couldn't believe this was happening. "Why are you doing this?"

Tony sighed. This wasn't what he'd envisioned when he entered the gym to meet Steve on his own turf. He realized honesty was better than bickering or subterfuge.

"A better question is, "why are you doing this? Hiding here…"

"I am NOT hiding."

"Really because I have it on good authority that you're here every day. Now that means either you're a fitness nut who likes decrepit old gyms OR you're running from something."

"Isn't that the pot calling the kettle black?" Steve seethed. He had heard through the SHIELD grapevine that Tony Stark had his own traumatic issues and vices for escape. "I heard about what happened with the Mandarin."

Tony flinched. "Yeah and I know what it's like to go without sleep or food or throw yourself into work to escape your demons."

"I don't know what you're talking about Stark…"

"At least I'm trying to move forward!" He squeaked out. Tony didn't like sharing things so deeply personal but the Avengers needed Captain America and he needed them. "I'm putting the band back together, Rogers."

"What?"

"The Avengers." Tony whispered. "We need you."

"Director Fury hasn't called me. Is there some trouble?"

Tony could see Steve's body snap into Captain Mode. "And you jump when he calls?" Tony challenged him. "Just like when he called you in on the Winter Soldier mission!"

Steve went white hot! Did Tony know that the Winter Soldier was really Bucky? Only Fury, his mission partner, the Falcon and Natasha Romanov knew what happened.

"It's none of your business, Stark!" He said in a clipped voice.

"Oooh!" The billionaire teased. "Classified, huh? Well I'm making it my business!" Tony knew he was pushing Steve. He wanted to see the stoic war hero drop his famous reserve. Although he risked another punch to the gut, he gambled that this would be good for the old man and an opportunity for him to show off his new toy.

Tony got into Cap's space and face. "I know he's Bucky Barnes and you let that bastard blame you for his fate."

Steve was flushed with anger and embarrassed that Tony had found what really ate at him. "You know nothing about it!" He countered weakly. "I was his commanding officer…If it wasn't for me…"

Steve's self-flagellation was pissing Tony off! "So damn noble! That's what you do, isn't it? Just suck it up and then knock the hell out of some punching bag! Get your head out of the past, old man! You weren't responsible for what happened to Barnes!"

Just then Captain America did something he never did. He lost control.

Steve took a swing at the smaller man. He tried to deliver an upper cut to Stark's jaw but as fast and as powerful as his swing was, it didn't land its target. Instead Steve saw a flash of light and felt his fist repelled by a rock hard force!

The soldier stepped back and cradled his fist in pain. "What was that?" He barked startled.

Steve saw the billionaire press something on his wrist and the flash of light was gone. Stark then came over and looked over the soldier's hand for injuries, probably out of remorse. Then he heard Tony Stark say something remarkable. "The things I said about you on the Helicarrier…I was wrong. You're the real deal, Cap and the Avengers needs you."

The soldier looked to see if this really was the arrogant jokester Tony Stark.

Tony rolled his eyes. "Yes, I mean it. It doesn't happen often and it's a foreign concept for me to be wrong…about anything but… I was wrong about you."

Seeing that nothing was broken he helped Steve out of the ring and walked him over to the ice machine. He threw a handful of ice in a towel and placed it on the man's hand.

Tony knew his design was pretty successful if it was able to ward off the punishing blow of Captain America. "I'm sorry." And he was, for both Steve's hand and his angst over Bucky.

Steve leaned on the wall for support and silently let the pain subside. The death of James Buchannan "Bucky" Barnes had hit him hard in 1945. Now he grieved for his friend a second time. Nothing had been as disturbing as finding Bucky was alive and turned into a weapon for a corrupt government and his skills as an assassin auctioned to the highest bidder.

He waved Tony away as though the pain, either physical or emotional was nothing. He was ashamed for Tony to have seen him like this. "How did you find out?" He asked quietly.

"No one told me anything." Tony assured him. "Bruce suspected something was wrong when you had lunch. So I went snooping in the SHIELD mission files." Tony conveniently left out that he broke into other man's apartment.

"Steve, the world has entered a new phase. We may be targets for alien species from now on. Not to mention the super villains galore out there. The Avengers needs you."

The soldier knew his duty and nodded. "I'll do what I can to help." Steve promised flatly. He tried to walk away but Tony grabbed him.

Tony wasn't done yet. "That's not good enough!"

Steve said nothing. He would never admit to Stark that his head wasn't in the game or that sleepless nights and empty days drove him to this gym daily.

"You're going to make me beg aren't you? Well I'm not doing it in front of a crowd." He said noting the onlookers. He pushed Steve to the empty locker room and on to a bench. He didn't know who he was more disgusted with, Cap or himself.

He took a bracelet off his forearm and slapped it on Cap's. "I made this for you. I call it a ForceShield" he explained. "I even made it with your patriotic color scheme!"

Tony was gratified to see Cap's fascination with the new technology and pointed to the two buttons on it. "The power button here turns it on and off and the other button keeps the shield in idle mode."

After a few seconds of wondering what the billionaire innovator had given him, Steve braced himself and hit the power button. Suddenly a holographic replica of his shield hummed to life. After his initial surprise, he swung it back and forth and it crackled with power. "You made this for me?"

Tony grinned obviously proud that he'd impressed Captain America.

"I think you'll find this easier to handle than a dishwasher. With this shield there's no having to strap it to your back when scaling cliffs or Nazi castles. Just turn it off when it gets in the way."

Steve didn't know what to say to this man. Tony Stark was a pain in the neck for sure but the son of his good friend Howard Stark had gone out of his way to gift him with this new shield and bring him into the Avengers' fold. "Stark, one of these days your antics are going to get you killed!"

"Pepper says that too. The Avengers needs you, Steve. Your muscle, your tactical skills… Give us a chance. Give the 21st century a chance."

Steve nodded in capitulation then squinted at him. "You're gonna rub my face in that little sparring match, aren't you?"

Tony laughed aloud in triumph. "Well who wouldn't put on their Facebook page, 'I kicked Captain America's ass today!'"

Steve shook his head and laughed too.

"But I think you've been humiliated enough." Tony said magnanimously then more seriously and offered him a handshake. "Can we count on you?"

Steve knew Tony was right. He had to get back in the game. There was no use in crying over…time lost. He grasped the other man's hand. "Just tell me when and where."

Excitement made Tony forget the pain Steve was in and he shook his hand wildly in victory.

"Oomph!"

"Sorry! Sorry… But this is great!" Tony grabbed his car keys off a hook on the wall. "I'll call you with a date for our first operations meeting. And keep ice on that. I'm calling you off the bench, Cap!"

* * *

Now late into the night, Steve sat in bed with his sketchpad and sleep continued to elude him. The SHIELD doctors had provided him with sleeping pills strong enough to put out a horse but after using it once, his body adjusted and they never worked again. He'd tried warm milk like his mother used to make for him but the empty glass sat on the nightstand and he was still awake. He'd tried doing pushups to exhaust himself until the neighbors below him tapped on the ceiling about the noise.

Then he settled in bed with his sketchpad waiting for sleep and praying for no nightmares.

Looking over his dark sketches, he decided to do something lighter, hoping to lift his spirits. He drew some of his favorite things: his mother's face before she got sick, feeding the gulls on Rockaway Beach with Bucky, the Howling Commandos camped out in the Hurten Forest drinking a bottle of brandy they'd found, and his more recent good memory: the Avengers eating shwarma. But he kept thinking about the one drawing he'd always wanted to do, the one person who filled him with joy whenever she had walked into a room. So Steve roughed out her image over and over.

It was said that master painter, Leonardo DaVinci never considered the Mona Lisa finished and travelled with it, always improving upon it. Steve knew how he felt. There was always one more line to add to Peggy's eyes or a curve to her chin to correct.

For the millionth time he sat shading the auburn highlights of Peggy's hair wondering if his memory could have faded, although that was unlikely with his serum-enhanced eidetic memory. At that moment a particular memory came to mind.

_In a bombed out London bar, Steve Rogers had sat trying to get drunk and not remember the look on his friend's face when he fell to his death. Peggy Carter had found him there and brought with her, warmth and empathy._

_"It wasn't your fault." She had said._

_"Did you read the report?" _

_"Yes." _

_He scoffed. "Then you know that's not true."_

_She tried to comfort him with her big brown eyes. "You did everything you could."_

_But Steve hadn't believed that. He was Captain America. He was superhuman wasn't he? After Bucky had saved him and gotten him out of countless scrapes, why couldn't he have saved Bucky?_

_Peggy shook him out his self-pity. "Did you believe in your friend? Did you respect him? Then stop blaming yourself! Allow Barnes the dignity of his choice. He damn well must have thought you were worth it."_

Steve's mind drifted further down into semi-consciousness as he wondered if Bucky still thought he was worth it.

"Time for bed, Captain." A woman's London accent tickled his ear and he felt delicate feminine fingers close around his wrist.

"Peggy?" Steve's voice rasped. He blinked and looked up at the petite British beauty of his drawing. As he'd imagined her a thousand times, she wore a long white silk nightgown with thin shoulder straps. The gown caressed her breasts and hips lightly masking her perfect hourglass figure.

He tried to reach for the woman he loved but his arms stayed dead wood at his side.

"You're meeting with Stark soon. How are you ever going to get anything accomplished, if you don't sleep?"

Was this the past or the present? Steve didn't know if she meant Howard or Tony. He didn't question it. Instead he watched Peggy as she removed Steve's sketchpad and pencils from his lap and placed them next to him on the bed. Steve held his breath as she took their spot and sat on his lap. Gently she put her arms around his neck.

"You're tired, Steve. Sleep. Orders, soldier."

He knew this couldn't be real. Everyone he knew was long gone. But then he smelled something familiar. The rose scented glycerin that had been sold during the war when perfume had been a luxury, was Peggy's signature scent. The enticing fragrance hung in the air long after she'd left a room. Now he breathed in the comforting floral scent as a balm for his soul.

"Shh." Peggy crooned and brought his head to cradle at her collarbone.

"If I could have just this…" Steve whispered as his body relaxed. "I could forget...Being so…so out of place….my failures…"

Peggy stroked his hair. "Shh. Lights out, soldier. Reveille will be playing soon."

Slowly, Steve's breathing evened and he slipped into an exhausted sleep.

* * *

**Please let me know what you think. **

**Next chapter: Tony begins assembling the Avengers beginning with Agent Romanov**


	3. Agent Romanoff

**The Avengers belong to Marvel, and the mentioned characters belong to their respective owners. I own nothing...**

**WARNING: This particular chapter has some mature content. She is the Black Widow, you know.**

**Special thanks to MissAdventurer for being my beta reader! Thanks everyone else for the great reviews, favorites and follows! Please keep reviewing! If you like the story, your encouragement is appreciated.**

* * *

_"It's finally time, Natasha!" Alex Strelny, the famed Russian ballet coach said as he looked at his teenage protégé with intense pride. "This is the moment you've worked so hard for!" _

_He was right. Since she'd been nine years old it was Natasha Romanova's dream to be accepted at the Russian Bolshoi Ballet as a trainee with the hope of becoming one of its premier players. For years, she'd pushed through long grueling training days, six days a week studying under the great master until she became a prodigious dancer. Finally, the time had come to showcase her skill as one of the company's most exciting new talents. _

_All the other dancers were backstage warming up, getting dressed, and putting their makeup on. Natasha too was being outfitted. She checked her weapon not once but several times._

_She could hear the orchestra in the pit tuning up the instruments, and the theatre had just opened to the public. From backstage she could hear the audience chatting before the performance. Although she had spent months preparing for this she was still nervous. She wanted to please her mentors who had invested so much in her. _

_Make your country proud, Natasha! Oksana Bolishinko said and kissed her cheek. Then the older Russian woman placed a gold pendant around her charge's neck. Natasha felt such guilt for the times she'd cursed her government handler for not allowing her the luxury of a normal childhood._

_"I will." She promised her then took her place._

_The house lights went down. Natasha rotated her shoulders to ease the tension in them. She then tucked her Makarov pistol beneath her dress into the custom garter._

_The music began and her performance in the tragic ballet unfolded. The opening scene was a sumptuous feast being held on the eve of an important summit in Moscow. Natasha in the role of a beautiful ingénue and courtesan had caught the eye of the most important dignitary at the summit. _

_She was barely sixteen with emerald green eyes, a gorgeous mane of red hair, and an angelic face that was the perfect snare. The man immediately craved her innocence and his guards could not pull him away and back to the meetings he was there to attend. He found her achingly sexy as her cocktail dress clung in all the right places. Natasha played the coquette, inviting him to dance with her. She then entertained him with champagne, swiftly breaking down his inhibitions and over the course of the night the important man had come to want her more than his next breath. _

_The skillful young seductress accompanied the dignitary back to his hotel suite for more privacy offering the older man, positive assurances that she was his willing child lover. Past her initial discomfort, she unclothed herself in a decadent show and as they lay together she created a warm and idyllic state for him. _

_Natasha knew the success of her seduction hinged on moves that had been drilled into her again and again by her trainer. She fought to keep the rhythm of her performance perfect. She paused in the right places, kept her facial expressions a picture of sweet and ardent passion throughout. Her subjugation was the key to his ecstasy and carelessness._

_The man hung onto her every exclamation of pain and pleasure. When he craved more, she continued her dance. She put thought and consideration into each enticing movement and utterance. Finally, her delivery paid off, her dance had paralyzed him with exhaustion. A sickly sated smile lit up his face. _

_However, Natasha knew the most crucial part of her performance had yet to happen. Hopefully, if her audience was thrilled with what they saw, her apprenticeship would be over. She'd be promoted to the position of "soloist" within the company and begin performing internationally. _

_As instructed, Natasha brought out her weapon that she had hidden under the pillow when she'd undressed for him. Before shock could register on his pathetic face, The Black Widow covered it with a pillow and shot him twice. _

_Pushing off the bloated whale that had mounted her, she uncovered his face and used the hidden camera in her gold pendant to document her work. Then Natasha grabbed her clothes. As she dressed she made the mistake of looking at him again. His eyes were stared blankly at her and a slight trail of blood flowed from the hole in his forehead. _

_The girl's stomach convulsed but she steadied herself. It was a sight she would see many times. She vowed to be stronger. For now it was over. Her audition was over but the sight of the dead eyes..._

Natasha Romanoff woke from her nightmare gasping and clutching her body to assure herself she was very much alone. She'd had another one of those dreams.

Natasha extricated herself from her sleeping bag, anxious to get away from the dark places that haunted her. For years, her nightmares had become insidious reminders of how the Red Room, Russia's Cold War espionage program mixed her childhood fantasies of being a dancer with her cover as a femme fatale and deep-cover assassin.

As an adolescent Natasha had endured many applications of brainwashing and biochemical enhancements. Over and over her Russian superiors had tried to erase her individuality and make her a sociopathic drone for their purposes, using frequent conditioning to keep her under control.

After her defection, SHIELD psychiatrists had warned her that these pseudo-dreams were a residue of the brainwashing and would continue to rear up from her scarred psyche. At first they prescribed medications that prevented the night terrors but unfortunately, like toxic chemotherapy it had destroyed parts of her overall personality, and left her with feelings of detachment and isolation.

Natasha had ceased taking the pills but it left her at the mercy of the dreams. And during the stressful times in her life, she felt vulnerable to the psychological enhancements trying to reassert control.

Over time she'd recovered her individualism but even as she developed more personality, dry humor and witty sarcasm her partner and friend, SHIELD Agent Clint Barton still hadn't been satisfied.

_"One of these days, Nat. I'll get you to laugh out loud." He'd told her._

Only Clint had not taken offense at her lack of emotions. He understood her coldness and often tried to break down her walls with his easy charm.

Natasha exhaled heavily. If Clint had been with her this morning, they'd already be on their way to the workout room together. Her enthusiastic workouts were always the balm to help her forget the disturbing dreams.

_"Ouch! Enough, woman!" He'd say as he crawled away from her. Then quote a line from some old TV show. "One of these days, Nat! POW! Right to the moon!" But Clint had never tried very hard to land a punch. _

Natasha roused herself from her thoughts. She couldn't go there right now. She glanced at the time on her phone. She'd only had 3 hours sleep but it was enough to tide her over until she got to her safe house. She quickly went about hiding the rest of her gear in the bowels of the SHIELD Helicarrier cargo bay. It was time to be on the move.

As a spy, Natasha had learned how to expertly conceal herself and thanks to Agent Barton she knew every place there was on the Helicarrier to remain undetected. He'd shown her every blind spot and the routes and timing of the security that patrolled the ship. Last night she had used that knowledge to disappear and to regroup after yesterday had gone so terribly wrong. The day Clint Barton had said goodbye to his career as a SHIELD agent.

_"Fury put in my papers, Nat. Forced retirement."_

_Natasha had been stunned and tried to make sense of it. She'd found him in his quarters packing his meager belongings. _

_"Clint Barton is no longer an agent of SHIELD. Fury said it was out of his hands." He said with finality. "I guess it was too much to forgive. I killed a lot of people."_

_"NO! You cannot be fired! You were used!" Natasha knew what it was like to have someone pull your strings, know you were doing reprehensible things and be powerless to stop yourself. _

_That guilt was eating Clint alive. Natasha noticed that he almost never slept but when he did his sleep was plagued with night terrors that sent him sleepwalking in search of something. So the archer now avoided sleep, choosing to walk the Helicarrier's catwalks. _

_"Hey," Clint had put his hands on her shoulders. "Don't let it get to you. I'll make out. I always have." _

_'How could this happen?' She had thought to herself. Clint was the optimist. He was always the one who told her to "look for the silver lining" or "the bright side" or whatever stupid American colloquialism he often used. However his words didn't have any optimism. He had had defeat in his eyes. _

_She'd just watched as he stuffed all his things into his lone duffel bag. "Where are you going to go?" She had probed, already thinking that she could put him up in one of her many safe houses in the city._

_"Forget it, Nat." Clint had said then closing the case on his bow. "I will always make my own way. So, no I won't be crashing in one of your hidey holes."_

_She nearly smiled. She'd never told him about the safe houses she kept in the city for emergencies. Perhaps he knew about them and her off shore accounts too? Most times it really bothered her that Clint could read her so well. In the business of espionage that made him a deadly enemy but she was lucky to have him as a loyal friend._

_"Tash?" His tone of voice and his last words got her attention. "Don't let this affect your career. You're in good with SHIELD now. Promise me you won't do something stupid." _

Natasha hadn't promised him. She tied off her pack and shoved it and her bedroll behind a large pipe. Then she loaded stingers into a small taser gun. She didn't want to hurt her fellow SHIELD agents but she would get what she needed and get out clean.

She moved quietly below the removable floors of the steel cargo bay as crewman worked above then wound her way to the main transport shaft. There she used a small remote device to open the shaft doors. She climbed into the shaft and closed the doors remotely. The spy hung patiently and painfully on the ledge until an elevator car began moving up. Quickly she stepped onto the moving car and rode it up to the Bridge Level.

Everyone at SHIELD was on alert. There was an intense search for her that made it more difficult to stay out of sight and unnoticed but stealth was her trade. Her movements and progress were much slower nevertheless she moved between pillar and post until she finally made it to the corridor outside the Bridge entrance.

When no one was in the corridor, Natasha came out from hiding and used her trade tools and stunned the security standing just outside the doors.

She worked quickly. She stripped one of them of their helmet and keycard. Then she dragged the two guards to the elevator shaft. Soon the unconscious guards were riding the roof of the car.

Natasha placed the helmet on her head and moved quickly onto the Bridge. She had to be in place before the morning briefing with the Council took place.

* * *

Not being in SHIELD uniform everyone had noted Phil Coulson's replacement, Agent James Murch when he had arrived on the bridge, including Director Fury and Assistant Director Maria Hill.

After he had taken a moment to cement his presence among the crew he approached the superior officers. "Fury, where do we stand in finding Barton and Romanoff?"

Maria Hill, the stern and by the book Assistant Director bristled. This man had no respect for the authority of the ship and even though Hill had vehemently disagreed with Director Fury on the Avengers, Nick Fury was owed respect.

When it looked like Fury would refuse to answer Murch, Hill offered information on his behalf. "Romanoff's still aboard. That much is certain. All transports have been searched and are accounted for."

"What about Barton?" An irritated Murch asked.

"That's more difficult. He has no family or friends. No known places he'd go and no last known residences prior to joining SHIELD. The search team is doing their best to pick up his trail since he left the Helicarrier."

Murch didn't take his eyes of Fury and accused him of complicity with a stare. Fury was not impressed. "Agent Romanoff and Agent Barton should have been turned over to my custody as soon as you got the order from the Council."

"Shoulda, could, woulda…" Fury mocked him. "Maybe if you tell me what you need them for I could help."

Murch finally broke eye contact. "I'm still waiting for that action report of how the Black Widow went 'missing' and Agent Barton was dismissed from service "accidently". An explanation the Council is dying to hear from you Director." Turning from the taller imperious man, he exited to a side alcove with a secured door. He entered his code and stepped through to the control room.

"Don't hold your breath." Fury said under his breath. He was not happy that he had lost control of the information flowing to and from his ship and exchanged an unhappy look with Maria Hill.

Nick Fury began to pace the lookout area beyond the helm and ground his teeth out of anxiety. He was worried. Romanoff should have left with the overnight flight crew.

Just then a cold sensation went up his spine. He became aware of a presence. He'd had these sensations before in his life, Vietnam, Nicaragua, Serbia, Madripoor… These paranormal alerts usually enabled him to avoid a fatal bullet or killing blow. He called it his Dead Man's Siren (DMS). Quickly and covertly he moved to find what set off his DMS radar.

He furtively looked up to the catwalk above the conference area and saw a shadow pass. He instantly knew The Black Widow had arrived. Without actually seeing her, he knew she was observing the bridge below. Then just as quickly he felt his inner siren end and knew she must have gone.

* * *

Tony Stark was NOT an early riser. More often than not at eight a.m. he was going to bed rather than getting up. Unfortunately with Pepper out of town, he had to attend to anything awry at Stark Industries.

God, he hated the lawyers! They had called yesterday and wanted a meet with him to discuss new litigation. This was of no interest to him as his company was large and often a target for lawsuits. What caught his attention was that it had something to do with the new construction on the Avengers Tower. It didn't sound good.

Tony staggered to his bathroom to get ready for the day. He was brushing his teeth when a holographic screen opened in his bathroom mirror. He had a new text.

_'Meet me at Mari Vanna. 11 a.m. Natalie' _

'Agent Romanoff?' He thought.

Agent Natasha Romanoff had used the name 'Natalie Rushman' when she'd been working undercover at Stark Industries last year for SHIELD. Tony deduced that the spy was using the name now to avoid the SHIELD scans of calls and texts. Something was up with his former personal assistant and fellow Avenger.

Tony rinsed his mouth and then pushed the highlighted text 'Mari Vanna' on the mirror to activate the map and browser. He saw that it was a restaurant in Brighton Beach.

"JARVIS, have the Corvette brought around. And make sure my Iron Man case is in it."

"Yes, sir." The AI alerted the building's valet and Tony moved more swiftly to get dressed.

* * *

Natasha knew she had only a few short minutes before patrols spotted her on the catwalk. So she quickly let herself into the control room's server booth. Before her were the consoles where all the Helicarrier's communications were routed including data secured transmissions like the video conferences with the Council. She opened that server's door to get access to that console.

SHIELD's communication system had been developed especially for them by Stark Industries, the world's leader in encryption technology. Anyone could access SHIELD's transmissions from any computer or browser. However the system had special robust security features that encrypted the transmissions and made intercepting and breaking those coded transmissions nearly impossible. Unless you had ever been a well-trained personal assistant to Tony Stark.

Natasha went to the keyboard on the console and logged into the system with her Natalie Rushman identity login. She was hoping against hope her passwords were still valid. Amazingly Stark had either forgotten to close out her out of the system or he anticipated her needing access again.

It must have been the latter, because the phrase "Good morning, Agent Romanoff!" accompanied by kisses and hugs symbols danced across the screen in an animated marquis.

"Very funny, Stark." She mumbled.

Going into the system log of communications in progress, she found what she was looking for. At that moment, four data secure transmissions were being relayed to the bridge control room.

* * *

Inside the control room, Agent Murch took a seat facing the four large blackened monitors. He was just unbuttoning his jacket when the first of the monitors came to life revealing a woman in dim light. In the corner of the screen was the text: WSC SECURE TRANSMISSION #3 - 15:30 GMT.

Soon another screen came alive with a man in dim light. WSC SECURE TRANSMISSION #4- 19:30 MSK

The last two monitors turned on simultaneously. Again male faces were shrouded by dim lighting and the text WSC SECURE TRANSMISSION #1 23:30 CST and WSC SECURE TRANSMISSION #2 09:30 EST appeared on screen.

"Good morning, everyone. Or evening as it may be." A deep voice came from monitor #2.

All the others repeated pleasantries in return.

Agent Murch addressed all the faces before him. "Greetings. Again I want to thank you for this opportunity. It is my goal to surpass Agent Coulson as the SHIELD liaison."

"If you are able to accomplish your bold proposal Agent Murch, then you will." Said the stately British woman on the third monitor. "But what is the status of Agent Barton and Agent Romanoff's whereabouts?"

"I'm afraid I don't have any information on that at this time. And Director Fury has consistently placed obstacles in my path."

"We will take care of Fury. You must find Barton and Romanoff for us to go any further in our plans." The man with a Russian accent said from monitor four.

* * *

After isolating the Council transmissions, Natasha took a data drive out of her pocket and plugged it in. It was going to be impossible for her to break into the feed without leaving evidence that she was there but secrecy wasn't her objective. She only wanted to copy the encrypted feeds now transmitting to the control room. Having that would enable her to find the source of the transmissions from the Council and learn what they were plotting.

There was no progress bar on a screen for her to determine when she'd nabbed the first encrypted feed copy. Only a small green light at the tail of her data drive flashed when it had completed. Her hands moved over the keyboard to capture the next feed.

Minutes crawled by and seemed like hours. Natasha knew she didn't have long before the tasered guards woke up. This was always the most stressful part of espionage, the adrenaline rush and the fear of being caught. Spies had different and more intense training than soldiers that was one part physical and one part mental. It was imperative to build up mental fortitude and mettle for times like these.

The light of the data drive flashed green twice more. She'd completed copies of the second and third feeds. As she sought the last feed however her fingers slipped on the keyboard. The wrong keystroke made the system buzz.

'Dammit!' She cursed herself. The bridge's security patrol was probably close by. Even with the hum of the servers the noise she created could have stood out if heard. Natasha stopped and listened.

Then she heard footsteps. Security was outside the server room!

This was it. She pushed the envelope. Her fingers flew over the keyboard typing, trying to capture the last feed. She felt rather than saw the door handle turning until….

"I thought all available security had been sent to sweep the ship for Agent Romanoff! Explain your presence here!" Nick Fury's voice boomed outside the door.

Natasha grinned and almost felt sorry for the guards getting reamed but her eyes stayed on the data drive.

Green light! She finally had the last feed copied. She yanked the data drive and pocketed it. Now she only had to catch a ride on the morning supply jet to New York.

* * *

It had been a long time since Clint Barton had felt the excitement of the carnival. The Carson Carnival of Travelling Wonders boasted the biggest and best side show acts and contracted with amusement parks and circuses around the country. Once Clint proudly claimed them as a former employer.

It was late morning and Clint walked through the show's encampment in New Jersey. Most people thought that a carnie's life was pretty easy. He watched as the workers stocked the games, checked the electronics of the rides and started food prep. Clint knew first hand from the set up, to running the show day after day, to the time to tear it all down, ready to start again, a carnie was on his feet constantly and with very little sleep.

He remembered that there were three things that he looked for in every town; a laundromat, a Wal-Mart and a McDonald's — the comforts of home away from home.

Motor homes served as their homes and vehicle of choice for carnival workers. Clint walked among the rows of motor homes now looking for the parking space A135 where he would find Ruby Carson's double-wide.

Twenty years ago, Ruby had taken over the travelling show from her late husband. She had turned out to be a gifted business woman turning the small travelling company into a blockbuster side show act contractor.

The archer finally saw the row of trailers he was searching for and then spied a heavy woman with unnaturally dyed platinum hair in a sun dress sitting beneath an awning behind one of the larger motor homes.

"Ruby!" He called to his former foster mother and employer with a fond smile.

When Clint and his older brother Barney had escaped foster care in Iowa as kids they'd found the Carson Carnival of Travelling Wonders and found themselves adopted by Ruby and her people.

As kids growing-up and working alongside their foster family, they'd learn to do a little bit of everything from riding in the parade to hauling hay for the horses and elephants, selling tickets at the front gate and for Clint, even performing under the bright lights for thousands of spectators.

"Oh my God! Clint Barton!" The large woman instantly recognized him. She jumped up and ran over to embrace him. "How did you find us?"

Clint laughed and opened his arms wide to hug the large woman who had treated him like a son. "I ran into Eddie in New York."

"I was wondering where he disappeared to." Ruby murmurred. "But I can't be mad now, if he told you we were here."

Clint walked with her back to the shade of the awning and sat with her. Ruby looked him up and down. "Well you are a sight for sore eyes. And still easy on the eyes too, you handsome devil! You been staying out of trouble?"

Clint wished he could have said yes. "You know me Ruby."

"That's why I'm asking." The older woman joked.

Ruby was good people. Six years ago when Clint had billed himself as the World's Greatest Marksman he'd been recruited to do some sniper work. It wasn't long before his short career as a thief went to hell, ending in the death of his older brother, Barney. It was Ruby that buried his brother, vouched for him, to avoid jail time and gave him his old job back.

"I did my best." Clint told her honestly.

The older woman could see something was wrong. She always thought, Clint had the prettiest eyes. Like pale blue mirrors they reflected everything he was feeling. "Are you alright, Clint? What brings the World's Greatest Marksman back home?"

"Actually Ruby, I've had a sudden career change. I was wondering if you had a spot for me in the show."

* * *

**_Next Chapter: Clandestine Meeting at Mari Vanna_**


	4. Mari Vanna Part 1

**AN: I want to apologize to everyone. In the past, I've posted really long reads but due to a situation on the job, I'll need to make smaller posts. So large chapters will be divided into 2 or 3 parts instead. That being the case I'll be able to post more frequently.**

**So I hope you enjoy. Please review!**

When Natasha Romanoff entered Mari Vanna, a tea room and bakery in the heart of the Russian community of New York, it was nearly eleven. She had arrived much later than expected due to resistance from the SHIELD agent piloting the quinjet she'd jacked. Agent Dale had practically presented his jaw to her fists. No doubt to impress his superiors with battle scars from fighting off the infamous Black Widow.

Natasha almost missed the days when you could just kill the people that got in your way.

She pulled off her coat and hat and placed them on the hat rack at the front of the restaurant. She walked to the back and entered the kitchen to see her four Babushkas. Her four Russian grandmothers were gathered there baking and prepping for the restaurant's lunch crowd.

As she came in, Natasha caught the aroma of all of the delicious baked goods: cookies and gingers, as well as the fresh baked bread. She had always heard that Russian food was like your mother. It smothered you with love. Or in her case like a Babushka. As always the older women greeted her warmly, kissed and hugged her, urging her to sit and eat. And "Natalia" as she let them call her was only too happy to let the old women dote on her.

"Why are you so thin, Natalia? " Babushka Elena asked her. Elena had a similar body type to Natasha, with a tall, sleek dancer's form and like Natasha must have been quite imposing in her younger days.

"How will you catch a man? Too thin, too busy…" Babushka Sofya remarked bluntly. "A man wants a woman he can hold onto…" She made lewd hand gestures to emphasize her point and laughed.

"My grandson could hold on to her. You should meet him, Natalia... " The other women shushed Babushka Faina considered the romantic and perpetual matchmaker.

"Let her eat, Faina! She starves, starves!" cried her Babushka Yeva the most difficult of the grandmothers.

Natalia Alianova Romanova, renamed Natasha Romanoff, the English equivalent by the Red Room, soaked up the attention. This was the closest she'd ever been to experiencing real family, so she endured and enjoyed the fighting and fussing of the old women. She came to Mari Vanna whenever she was back in New York to sit in the kitchen with them and listen while they gossiped. It had been very eye opening on several visits to learn how raunchy the Babushkas could be! Especially Babushka Sofya who could make the lewdest SHIELD agent blush!

Today she was sorry she couldn't indulge herself with their banter.

"I can't sit with you today. I hope you don't mind, I'm meeting someone in the restaurant this morning. It's really urgent." She told them.

The women of course agreed but wondered why their Natalia was meeting her clients there instead of her office. Babushka Elena had to ask. "Everything is alright, Natalia?"

Natasha kissed her cheek to reassure her. "Everything is fine." She said wishing it were true. She hated to involve them and had promised herself she would never compromise. However she had to assume that SHIELD was close on her heels. She only prayed they be safe. Aside from meeting Tony Stark at one of her safe houses, she was certain that no one except Clint knew about Mari Vanna.

Most ordinary Russians knew of the Black Widow, the female assassin, but the Babushkas had no idea the notorious femme fatale was their beloved Natalia. They only knew her as Natalia Tokarev, an importer/exporter originally from Smolensk who visited New York often on business. It wasn't altogether a lie. She'd often dealt in importing and exporting precious objects if only to stay informed of information being passed illegally or get knowledge of the procurers which often led to bigger fish.

"Хотели бы Вы часть моего специального чая?" Babushka Faina asked.

"Yes, tea would be lovely. For two, please." She said thanking her.

"Cleent come here?" Faina said brokenly in English. She seemed delighted that the archer might be coming to visit.

Natasha hid a smile. Faina was sweet on the charming archer.

Barton had promised her a date if she could have a conversation with him in English. The archer had been pretty confident he'd never have to honor his promise. Next time he saw her he was in for a surprise. The old woman had actually practiced her English to win that date.

"Not today. Clint is working." She told Faina. "I'm meeting someone else."

Faina was visibly disappointed and Natasha put her out of her misery. "I'll be seeing him soon. I can bring him something, maybe?"

The Babushka perked at the thought of packing something for the handsome young man. "I'll give you something sweet for him."

Natasha felt a pinch of guilt. She wasn't sure where Clint was….yet. But she knew Clint's mind. She knew he wasn't holed up somewhere. Clint would want to stay busy. He'd find some sort of work. So she just had to find where he was working. Then she remembered something.

"_You were in the circus?" Natasha looked at the archer incredibly._

"_What? You thought SHIELD taught me the bow and arrow?" _

"_I did wonder if SHIELD had such a meager budget as to use such medieval weapons." She snarked knowing it would get a rise out of him. Natasha often amused herself by poking fun at his weapon._

"_Medieval?!" He proudly demonstrated his archer's stance for her. "I'll have you know I was known as the World's Greatest Marksman. Sold out every show! No one is faster or more accurate."_

_She could testify to that…well at least with a bow. She remembered many times they had argued at the range who was better._

_"This isn't some ancient long bow, Romanoff!" He went on. "This is a compound bow. Fiber optic sight and an 80 pound pull that allows me to shoot 300 feet per second which is powerful enough to take down more than you could with your little Makarov pistols. __This__ is top of the line bad assery!"_

Natasha digested the memory for a moment.

'Could Clint have gone back to working for the circus?' She thought.

**In 2 weeks: Mari Vanna pt2**


End file.
